Federal Register / Vol. 71, No. 184 / Friday, September 22, 2006 / Notices 55527 

to spend 6 hours per month in 

additional time to collect the data 

necessary to generate the reports, or 72 

hours per year. With an estimated 302 

market centers subject to Rule 605, the 

total data collection cost to comply with 

the monthly reporting requirement is 

estimated to be 21,744 hours per year. 

Rule 606 of Regulation NMS (‘‘Rule 

606’’) (17 CFR 242.606), f/k/a Rule 

11Ac1–6 (17 CFR 240.11Ac1–6), 

requires broker-dealers to prepare and 

disseminate quarterly order routing 

reports. Much of the information needed 

to generate these reports already should 

be collected by broker-dealers in 

connection with their periodic 

evaluations of their order routing 

practices. Broker-dealers must conduct 

such evaluations to fulfill the duty of 

best execution that they owe their 

customers. 

The collection of information 

obligations of Rule 606 applies to 

broker-dealers that route non-directed 

customer orders in covered securities. 

The Commission estimates that out of 

the currently 3120 broker-dealers that 

are subject to the collection of 

information obligations of Rule 606, 

clearing brokers bear a substantial 

portion of the burden of complying with 

the reporting and recordkeeping 

requirements of Rule 606 on behalf of 

small to mid-sized introducing firms. 

There currently are approximately 567 

clearing brokers. In addition, there are 

approximately 1479 introducing brokers 

that receive funds or securities from 

their customers. Because at least some 

of these firms also may have greater 

involvement in determining where 

customer orders are routed for 

execution, they have been included, 

along with clearing brokers, in 

estimating the total burden of Rule 606. 

The Commission staff estimates that 

each firm significantly involved in order 

routing practices incurs an average 

burden of 40 hours to prepare and 

disseminate a quarterly report required 

by Rule 606, or a burden of 160 hours 

per year. With an estimated 2046 

broker-dealers significantly involved in 

order routing practices, the total burden 

per year to comply with the quarterly 

reporting requirement in Rule 606 is 

estimated to be 327,360 hours. 

Rule 606 requires broker-dealers to 

respond to individual customer requests 

for information on orders handled by 

the broker-dealer for that customer. 

Clearing brokers generally bear the 

burden of responding to these requests. 

The Commission staff estimates that an 

average clearing broker incurs an annual 

burden of 400 hours (2000 responses × 

0.2 hours/response) to prepare, 

disseminate, and retain responses to 

customers required by Rule 606. With 

an estimated 567 clearing brokers 

subject to Rule 606, the total burden per 

year to comply with the customer 

response requirement in Rule 606 is 

estimated to be 226,800 hours. 

Written comments are invited on: (a) 

Whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

agency, including whether the 

information will have practical utility; 

(b) the accuracy of the agency’s estimate 

of the burden of the collection of 

information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burden of the collection of 

information on respondents, including 

through the use of automated collection 

techniques or other forms of information 

technology. Consideration will be given 

to comments and suggestions submitted 

in writing within 60 days of this 

publication. 

Please direct your written comments 

to R. Corey Booth, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o Shirley 

Martinson, 6432 General Green Way, 

Alexandria, Virginia 22312, or send an 

e-mail to: PRA_Mailbox@sec.gov. 

Comments must be submitted within 60 

days of this notice. 

Dated: September 14, 2006. 

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 06–8000 Filed 9–21–06; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

27484; 812–13171] 

Claymore Securities, Inc. and 

Claymore Securities Defined 

Portfolios, Notice of Application 

September 18, 2006. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of application for an 

order under section 12(d)(1)(J) of the 

Investment Company Act of 1940 

(‘‘Act’’) for an exemption from sections 

12(d)(1)(A), (B) and (C) of the Act and 

under sections 6(c) and 17(b) of the Act 

for an exemption from section 17(a) of 

the Act. 

SUMMARY OF THE APPLICATION: Claymore 

Securities, Inc. (the ‘‘Depositor’’), and 

Claymore Securities Defined Portfolios 

(the ‘‘Trust’’), on behalf of itself and any 

existing and future series, and any 

future registered unit investment trust 

(‘‘UIT’’) sponsored by the Depositor (or 

an entity controlling, controlled by or 

under common control with the 

Depositor) and their respective series 

(the future UITs, together with the 

Trust, are collectively the ‘‘Trusts,’’ the 

series of the Trusts are the ‘‘Series,’’ and 

the Trusts together with the Depositor 

are collectively, the (‘‘Applicants’’), 

request an order to permit each Series 

to acquire shares of registered 

investment companies or series thereof 

(the ‘‘Funds’’) both within and outside 

the same group of investment 

companies. 

APPLICANTS: The Depositor and the 

Trust. 

FILING DATES: The application was filed 

on February 23, 2005 and amended on 

June 28, 2006 and September 1, 2006. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the application will be 

issued unless the Commission orders a 

hearing. Interested persons may request 

a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on October 24, 2006 and 

should be accompanied by proof of 

service on applicants in the form of an 

affidavit or, for lawyers, a certificate of 

service. Hearing requests should state 

the nature of the writer’s interest, the 

reason for the request, and the issues 

contested. Persons who wish to be 

notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F 

Street, NE., Washington, DC 20549–

10901; Applicants, 2455 Corporate West 

Drive, Lisle, Illinois 60532. 

FOR FURTHER INFORMATION CONTACT: 

Deepak T. Pai, Senior Counsel, at (202) 

551–6876, or Nadya Roytblat, Assistant 

Director at (202) 551–6821 (Division of 

Investment Management, Office of 

Investment Company Regulation). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained for a fee at the Public 

Reference Desk, U.S. Securities and 

Exchange Commission, 100 F Street, 

NE., Washington DC 20549–0102, tel: 

(202) 551–5850. 

Applicants’ Representations 

1. The Trust is a UIT registered under 

the Act. Each Series will be a series of 

a Trust and will offer units for sale to 


sroberts on PROD1PC70 with NOTICES
55528 Federal Register / Vol. 71, No. 184 / Friday, September 22, 2006 / Notices 

1All existing Trusts that currently intend to rely 

on the requested order are named as applicants. 

Any other Trust that relies on the order in the future 

will comply with the terms and conditions of the 

application. 

2With respect to purchasing closed-end Funds or 

ETF shares, a Series may incur the customary 

brokerage commissions associated with purchasing 

any equity security on the secondary market. 

the public (‘‘Units’’).1 Each Series will 

be created pursuant to a trust agreement 

which will incorporate by reference a 

master trust agreement between the 

Depositor and a financial institution 

that satisfies the criteria in section 26(a) 

of the Act (the ‘‘Trustee’’). The 

Depositor is a broker dealer registered 

under the Securities Exchange Act of 

1934 and member of the National 

Association of Securities Dealers, Inc. 

(‘‘NASD’’). 

2. Applicants request relief to permit 

a Series to invest in (a) registered 

investment companies or series thereof 

that are part of the same ‘‘group of 

investment companies’’ (as that term is 

defined in section 12(d)(1)(G) of the Act) 

as the Series (‘‘Affiliated Funds’’), and 

(b) registered investment companies or 

series thereof that are not part of the 

same group of investment companies as 

the Series (‘‘Unaffiliated Funds,’’ and 

together with the Affiliated Funds, the 

‘‘Funds’’). An Unaffiliated Fund that is 

a UIT is referred to as an ‘‘Unaffiliated 

Underlying Trust.’’ An Unaffiliated 

Fund that is a closed-end or open-end 

management investment company is 

referred to as an ‘‘Unaffiliated 

Underlying Fund’’. Certain of the Funds 

may be ‘‘exchange-traded funds’’ that 

are registered under the Act as UITs or 

open-end management investment 

companies and have received exemptive 

relief to sell their shares on a national 

securities exchange or at negotiated 

prices (‘‘ETFs’’). Shares of closed-end 

Funds and ETFs will be deposited in a 

Series at prices which are based on the 

market value of the securities, as 

determined by an evaluator. The 

Depositor will not have discretion as to 

when portfolio securities of a Series will 

be sold, except that the Depositor is 

authorized to sell securities in 

extremely limited circumstances 

described in the Series’ prospectus. 

3. Applicants state that the requested 

relief will benefit the holders of Units of 

a Series by providing investors with a 

professionally selected, diversified 

portfolio of registered investment 

company shares through a single 

investment vehicle. 

Applicants’ Legal Analysis 

A. Section 12(d)(1) of the Act 

1. Section 12(d)(1)(A) of the Act 

prohibits a registered investment 

company from acquiring shares of an 

investment company if the securities 

represent (i) more than 3% of the total 

outstanding voting stock of the acquired 

company (ii) more than 5% of the total 

assets of the acquiring company, or (iii) 

together with the securities of any other 

investment companies, more than 10% 

of the total assets of the acquiring 

company. Section 12(d)(1)(B) of the Act 

prohibits a registered open-end 

investment company, its principal 

underwriter, and any broker or dealer 

from selling shares of the investment 

company to another investment 

company if the sale will cause (i) the 

acquiring company to own more than 

3% of the acquired company’s voting 

stock, or (ii) more than 10% of the 

acquired company’s voting stock to be 

owned by investment companies. 

Section 12(d)(1)(C) prohibits an 

investment company, other investment 

companies having the same investment 

adviser, and companies controlled by 

such investment companies, from 

acquiring more than 10% of the 

outstanding voting stock of a registered 

closed-end management investment 

company. 

2. Section 12(d)(1)(G) provides, in 

relevant part, that section 12(d)(1) will 

not apply to securities of a registered 

open-end investment company or UIT 

acquired by a registered UIT if the 

acquired company and the acquiring 

company are part of the same group of 

investment companies, provided that 

certain other requirements contained in 

section 12(d)(1)(G) are met. Applicants 

state that they may not rely on section 

12(d)(1)(G) because a Series will invest 

in Unaffiliated Funds and other 

securities in addition to Affiliated 

Funds. 

3. Section 12(d)(1)(J) of the Act 

provides that the Commission may 

exempt any person, security, or 

transaction, or any class or classes of 

persons, securities or transactions, from 

any provision of section 12(d)(1) if the 

exemption is consistent with the public 

interest and the protection of investors. 

Applicants seek an exemption under 

section 12(d)(1)(J) to permit a Series to 

acquire shares of a Fund and to permit 

a Fund to sell its shares to a Series 

beyond the limits set forth in sections 

12(d)(1)(A), (B), and (C). 

4. Applicants state that the proposed 

arrangement will not give rise to the 

policy concerns underlying sections 

12(d)(1)(A), (B), and (C), which include 

concerns about undue influence by a 

fund of funds over underlying funds, 

excessive layering of fees, and overly 

complex fund structures. Accordingly, 

applicants believe that the requested 

exemption is consistent with the public 

interest and the protection of investors. 

5. Applicants state that the concern 

about undue control does not arise with 

respect to a Series’ investment in 

Affiliated Funds, as reflected in section 

12(d)(1)(G) of the Act. Applicants also 

state that the proposed arrangement will 

not result in undue influence by a Series 

or its affiliates over Unaffiliated Funds. 

Applicants have agreed that (a) the 

Depositor, (b) any person controlling, 

controlled by or under common control 

with the Depositor, and (c) any 

investment company and any issuer that 

would be an investment company but 

for section 3(c)(1) or 3(c)(7) of the Act, 

sponsored or advised by the Depositor 

(or any person controlling, controlled by 

or under common control with the 

Depositor) (collectively, the ‘‘Group’’) 

will not control (individually or in the 

aggregate) an Unaffiliated Fund within 

the meaning section 2(a)(9) of the Act. 

Applicants also note that conditions 2, 

3, 5 and 6 set forth below will address 

the concern about undue influence with 

respect to the Unaffiliated Funds. 

6. As an additional assurance that an 

Unaffiliated Underlying Fund 

understands the implications of an 

investment by a Series under the 

requested order, prior to a Series’

investment in the Unaffiliated 

Underlying Fund in excess of the limit 

in Section 12(d)(1)(A)(i), the Series and 

the Unaffiliated Underlying Fund will 

execute an agreement stating, without 

limitation, that the Depositor and 

Trustee and the board of directors or 

trustees to the Unaffiliated Underlying 

Fund and the investment adviser(s) to 

the Unaffiliated Underlying Fund, 

understand the terms and conditions of 

the order and agree to fulfill their 

responsibilities under the order 

(‘‘Participation Agreement’’). Applicants 

note that an Unaffiliated Underlying 

Fund, including a closed-end Fund or 

an ETF, may choose to reject an 

investment from the Series by declining 

to execute the Participation Agreement. 

7. Applicants do not believe that the 

proposed arrangement will involve 

excessive layering of fees. Applicants 

state that any sales charges and/or 

service fees (as those terms are defined 

in Rule 2830 of the Conduct Rules of the 

NASD, Inc. (‘‘NASD Conduct Rules’’)) 

charged with respect to Units of a Series 

will not exceed the limits applicable to 

a fund of funds as set forth in Rule 2830 

of the NASD Conduct Rules.2 In 

addition, the Trustee or Depositor will 

waive fees otherwise payable to it by the 

Series in an amount at least equal to any 

compensation (including fees paid 

pursuant to any plan adopted by an 


sroberts on PROD1PC70 with NOTICES
Federal Register / Vol. 71, No. 184 / Friday, September 22, 2006 / Notices 55529 

3Each Series also will comply with the disclosure 

requirements concerning aggregate costs of 

investing in the Funds set forth in the Investment 

Company Act Release No. 27399 by the compliance 

date set forth therein. 

4Applicants note that shares of an ETF would be 

purchased and sold generally through secondary 

market transactions at market prices rather than 

through principal transactions with the ETF at net 

asset value. Applicants will not rely on the 

requested relief from section 17(a) for such 

secondary market transactions. 

Unaffiliated Underlying Fund under 

rule 12b–1 under the Act) received from 

an Unaffiliated Fund by the Trustee or 

Depositor, or an affiliated person of the 

Trustee or Depositor, other than any 

advisory fees paid to the Trustee or 

Depositor or its affiliated person by an 

Unaffiliated Underlying Fund, in 

connection with the investment by the 

Series in the Unaffiliated Fund. 

8. Applicants state that the proposed 

arrangement will not create an overly 

complex fund structure. Applicants note 

that a Fund will be prohibited from 

acquiring securities of any investment 

company or company relying on section 

3(c)(1) or 3(c)(7) of the Act in excess of 

the limits contained in section 

12(d)(1)(A). Applicants also represent 

that a Series’ prospectus and sales 

literature will contain concise, ‘‘plain 

English’’ disclosure designed to inform 

investors of the unique characteristics of 

the trust of funds structure, including, 

but not limited to, its expense structure 

and the additional expenses of investing 

in Funds.3

B. Section 17(a) of the Act 

1. Section 17(a) of the Act generally 

prohibits sales or purchases of securities 

between a registered investment 

company and any affiliated person of 

the company. Section 2(a)(3) of the Act 

defines an ‘‘affiliated person’’ of another 

person to include (a) any person directly 

or indirectly owning, controlling, or 

holding with power to vote, 5% or more 

of the outstanding voting securities of 

the other person; (b) any person 5% or 

more of whose outstanding voting 

securities are directly or indirectly 

owned, controlled, or held with power 

to vote by the other person; and (c) any 

person directly or indirectly controlling, 

controlled by, or under common control 

with the other person. 

2. Applicants state that a Series and 

an Affiliated Fund might be deemed to 

be under the common control of the 

Depositor or an entity controlling, 

controlled by, or under common control 

with the Depositor. Applicants also state 

that a Series and a Fund might become 

‘‘affiliated persons’’ if the Series 

acquires more than 5% of the Fund’s 

outstanding voting securities. The sale 

or redemption by a Fund of its shares 

to or from a Series therefore could be 

deemed to be a principal transaction 

prohibited by section 17(a) of the Act.4

3. Section 17(b) of the Act authorizes 

the Commission to grant an order 

permitting a transaction otherwise 

prohibited by section 17(a) if it finds 

that (a) the terms of the proposed 

transaction are fair and reasonable and 

do not involve overreaching on the part 

of any person concerned; (b) the 

proposed transaction is consistent with 

the policies of each registered 

investment company involved; and (c) 

the proposed transaction is consistent 

with the general purposes of the Act. 

Section 6(c) of the Act permits the 

Commission to exempt any person or 

transactions from any provision of the 

Act if such exemption is necessary or 

appropriate in the public interest and 

consistent with the protection of 

investors and the purposes fairly 

intended by the policy and provisions of 

the Act. 

4. Applicants submit that the 

proposed transactions satisfy the 

standards for relief under sections 17(b) 

and 6(c) of the Act. Applicants state that 

the terms of the proposed transactions 

are fair and reasonable and do not 

involve overreaching. Applicants note 

that the consideration paid for the sale 

and redemption of shares of the openend Funds and Funds that are UITs will 

be based on the net asset values of the 

Funds. Further, Applicants state that 

shares of ETFs and closed-end Funds 

will be purchased at market prices. 

Finally, Applicants state that the 

proposed transactions will be consistent 

with the policies of each Series and 

Fund, and with the general purposes of 

the Act. 

Applicants’ Conditions 

Applicants agree that the requested 

order will be subject to the following 

conditions: 

1. The members of the Group will not 

control (individually or in the aggregate) 

an Unaffiliated Fund within the 

meaning of section 2(a)(9) of the Act. If, 

as a result of a decrease in the 

outstanding voting securities of an 

Unaffiliated Fund, the Group, in the 

aggregate, becomes a holder of more 

than 25% of the outstanding voting 

securities of the Unaffiliated Fund, the 

Group will vote its shares of the 

Unaffiliated Fund in the same 

proportion as the vote of all other 

holders of the Unaffiliated Fund’s 

shares. 

2. No Series or its Depositor, 

promoter, principal underwriter, or any 

person controlling, controlled by, or 

under common control with any of 

those entities (each, a ‘‘Series Affiliate’’) 

will cause any existing or potential 

investment by the Series in an 

Unaffiliated Fund to influence the terms 

of any services or transactions between 

the Series or Series Affiliate and the 

Unaffiliated Fund or its investment 

adviser(s), sponsor, promoter, principal 

underwriter, or any person controlling, 

controlled by, or under common control 

with any of those entities. 

3. Once an investment by a Series in 

the securities of an Unaffiliated 

Underlying Fund exceeds the limit in 

section 12(d)(1)(A)(i) of the Act, the 

board of directors or trustees of the 

Unaffiliated Underlying Fund, 

including a majority of the disinterested 

board members, will determine that any 

consideration paid by the Unaffiliated 

Underlying Fund to the Series or Series 

Affiliate in connection with any services 

or transactions: (a) Is fair and reasonable 

in relation to the nature and quality of 

the services and benefits received by the 

Unaffiliated Underlying Fund; (b) is 

within the range of consideration that 

the Unaffiliated Underlying Fund would 

be required to pay to another 

unaffiliated entity in connection with 

the same services or transactions; and 

(c) does not involve overreaching on the 

part of any person concerned. This 

condition does not apply with respect to 

any services or transactions between an 

Unaffiliated Underlying Fund and its 

investment adviser(s), or any person 

controlling, controlled by, or under 

common control with such investment 

adviser(s). 

4. The Trustee or Depositor will waive 

fees otherwise payable to it by the Series 

in an amount at least equal to any 

compensation (including fees received 

pursuant to any plan adopted by an 

Unaffiliated Underlying Fund under 

rule 12b–1 under the Act) received from 

an Unaffiliated Fund by the Trustee or 

Depositor, or an affiliated person of the 

Trustee or Depositor, other than any 

advisory fees paid to the Trustee or 

Depositor or its affiliated person by an 

Unaffiliated Underlying Fund, in 

connection with the investment by a 

Series in the Unaffiliated Fund. 

5. No Series or Series Affiliate (except 

to the extent it is acting in its capacity 

as an investment adviser to an 

Unaffiliated Underlying Fund or 

sponsor to an Unaffiliated Underlying 

Trust) will cause an Unaffiliated Fund 

to purchase a security in an offering of 

securities during the existence of any 

underwriting or selling syndicate of 

which a principal underwriter is the 

Depositor or a person of which the 

Depositor is an affiliated person (each, 

an ‘‘Underwriting Affiliate,’’ except any 


sroberts on PROD1PC70 with NOTICES
55530 Federal Register / Vol. 71, No. 184 / Friday, September 22, 2006 / Notices 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 In Amendment No. 2 the BSE requested the 

Commission waive the 5-day pre-filing notice 

requirement and 30-day operative date delay 

contained in Rule 19b–4(f)(6)(iii), and made 

additional clarifications to the proposal. 

4 15 U.S.C. 78s(b)(3)(A). 

5 17 CFR 240.19b–4(f)(6). 

6The BSE filed another proposed rule, SR–BSE–

2006–36, to retroactively re-establish the market 

opening procedures pilot program for the time 

period August 6, 2006 through September 1, 2006. 

person whose relationship to the 

Unaffiliated Fund is covered by section 

10(f) of the Act is not an Underwriting 

Affiliate). An offering of securities 

during the existence of an underwriting 

or selling syndicate of which a principal 

underwriter is an Underwriting Affiliate 

is an ‘‘Affiliated Underwriting.’’

6. The board of an Unaffiliated 

Underlying Fund, including a majority 

of the disinterested board members, will 

adopt procedures reasonably designed 

to monitor any purchases of securities 

by the Unaffiliated Underlying Fund in 

an Affiliated Underwriting once an 

investment by a Series in the securities 

of the Unaffiliated Underlying Fund 

exceeds the limit of section 

12(d)(1)(A)(i) of the Act, including any 

purchases made directly from an 

Underwriting Affiliate. The board of the 

Unaffiliated Underlying Fund will 

review these purchases periodically, but 

no less frequently than annually, to 

determine whether the purchases were 

influenced by the investment by the 

Series in the Unaffiliated Underlying 

Fund. The board of the Unaffiliated 

Underlying Fund will consider, among 

other things: (a) Whether the purchases 

were consistent with the investment 

objectives and policies of the 

Unaffiliated Underlying Fund; (b) how 

the performance of securities purchased 

in an Affiliated Underwriting compares 

to the performance of comparable 

securities purchased during a 

comparable period of time in 

underwritings other than Affiliated 

Underwritings or to a benchmark such 

as a comparable market index; and (c) 

whether the amount of securities 

purchased by the Unaffiliated 

Underlying Fund in Affiliated 

Underwritings and the amount 

purchased directly from an 

Underwriting Affiliate have changed 

significantly from prior years. The board 

of the Unaffiliated Underlying Fund 

will take any appropriate actions based 

on its review, including, if appropriate, 

the institution of procedures designed to 

assure that purchases of securities in 

Affiliated Underwritings are in the best 

interests of shareholders. 

7. An Unaffiliated Underlying Fund 

will maintain and preserve permanently 

in an easily accessible place a written 

copy of the procedures described in the 

preceding condition, and any 

modifications to such procedures, and 

will maintain and preserve for a period 

of not less than six years from the end 

of the fiscal year in which any purchase 

in an Affiliated Underwriting occurred, 

the first two years in an easily accessible 

place, a written record of each purchase 

of securities in Affiliated Underwritings 

once an investment by a Series in the 

securities of the Unaffiliated Underlying 

Fund exceeds the limit of section 

12(d)(1)(A)(i) of the Act, setting forth 

from whom the securities were 

acquired, the identity of the 

underwriting syndicate’s members, the 

terms of the purchase, and the 

information or materials upon which 

the determinations of the board of the 

Unaffiliated Underlying Fund were 

made. 

8. Before investing in an Unaffiliated 

Underlying Fund in excess of the limit 

in section 12(d)(1)(A)(i), each Series and 

the Unaffiliated Underlying Fund will 

execute a Participation Agreement 

stating, without limitation, that the 

Depositor and Trustee and the board of 

directors or trustees of the Unaffiliated 

Underlying Fund and the investment 

adviser(s) to the Unaffiliated Underlying 

Fund, understand the terms and 

conditions of the order and agree to 

fulfill their responsibilities under the 

order. At the time of its investment in 

shares of an Unaffiliated Underlying 

Fund in excess of the limit in section 

12(d)(1)(A)(i), a Series will notify the 

Unaffiliated Underlying Fund of the 

investment. At such time, the Series 

also will transmit to the Unaffiliated 

Underlying Fund a list of the names of 

each Series Affiliate and Underwriting 

Affiliate. The Series will notify the 

Unaffiliated Underlying Fund of any 

changes to the list of names as soon as 

reasonably practicable after a change 

occurs. The Unaffiliated Underlying 

Fund and the Series will maintain and 

preserve a copy of the order, the 

Participation Agreement, and the list 

with any updated information for the 

duration of the investment, and for a 

period of not less than six years 

thereafter, the first two years in an 

easily accessible place. 

9. Any sales charges and/or service 

fees charged with respect to Units of a 

Series will not exceed the limits 

applicable to a fund of funds as set forth 

in Rule 2830 of the Conduct Rules of the 

NASD. 

10. No Fund will acquire securities of 

any investment company or company 

relying on section 3(c)(1) or 3(c)(7) of 

the Act in excess of the limits contained 

in section 12(d)(1)(A) of the Act. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 06–7998 Filed 9–21–06; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–54467; File No. SR–BSE–

2006–37] 

Self-Regulatory Organizations; Boston 

Stock Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of 

Proposed Rule Change, and 

Amendments No. 1 and No. 2 Thereto, 

To Re-Establish the Market Opening 

Pilot Program 

September 18, 2006. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on 

September 1, 2006, the Boston Stock 

Exchange, Inc. (‘‘BSE’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the BSE. On 

September 8, 2006, the BSE filed 

Amendment No. 1 to the proposed rule 

change. On September 12, 2006, the BSE 

withdrew Amendment No. 1. On 

September 12, 2006, the BSE filed 

Amendment No. 2 to the proposed rule 

change.3 Pursuant to Section 19(b)(3)(A) 

of the Act 4 and Rule 19b–4(f)(6) 

thereunder,5 the BSE has designated 

this proposal as ‘‘non-controversial,’’

which renders the proposed rule change 

effective immediately upon filing with 

the Commission. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change, 

as amended, from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of the Substance 

of the Proposed Rule Change 

The BSE is proposing to amend its 

rules to extend from September 1, 2006 

to August 6, 2007 the pilot program 

related to market opening procedures on 

the Boston Options Exchange facility 

(‘‘BOX’’). That pilot program expired on 

August 6, 2006.6 The only change to the 

pilot program is an extension of the 

effective date from September 1, 2006 to 

August 6, 2007. The BSE does not 


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